PharmaCan Announces Closing of Second Tranche of Non-Brokered Private Placement

TORONTO, ONTARIO--(Marketwired - Aug. 31, 2016) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH UNITED STATES NEWSWIRE SERVICES

PharmaCan Capital Corp. (TSX VENTURE:MJN) ("PharmaCan" or the "Company") is pleased to announce the closing of the second tranche (the "Second Tranche") of its previously announced non-brokered private placement of up to 42,857,143 common shares at a price of CAD$0.35 per share (the "Offering"). The Second Tranche closed today and resulted in the issuance by the Company of 22,902,359 common shares at a price of CAD$0.35 per share for gross proceeds of approximately CAD$8,015,825.65, which, when added to the total gross proceeds of the first tranche, result in total gross proceeds to date of approximately CAD$14,575,998.85 for the Offering. The proceeds of the Offering will be used for the financing by the Company of its acquisition of Peace Naturals Project Inc. and general corporate purposes.

An Insider (as defined in Policy 1.1 of the TSX-V) subscribed for 1,430,775 common shares (the "Insider Shares") in this Second Tranche. Such subscription constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 - Protection of Minority Security Holders in Special Transactions of the TSX-V (the "Related Party Transactions"). In connection with the Related Party Transaction, the Company is relying on the exemptions from the formal valuation and minority approval requirements under MI 61-101. The Company is exempt from the formal valuation requirement of MI 61-101 in reliance on section 5.5(b) of MI 61-101 as no securities of the Company are listed or quoted on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada. Additionally, the Company is exempt from the minority shareholder approval requirement under MI 61-101 in reliance on section 5.7(1)(a) of MI 61-101 as neither the fair market value of the Insider Shares nor the fair market value of the consideration therefor exceeds 25% of the Company's market capitalization. Members of the Board of Directors of the Company unanimously approved the Second Tranche and the Related Party Transaction. A material change report in respect of the Related Party Transaction will be filed by the Company but could not be filed earlier than 21 days prior to its completion due to the fact that the transaction is still subject to confirmation by the TSX-V of the suitability of the acquirer of the Insider Shares.

All securities issued in connection with the Offering are subject to a regulatory hold period of four months and a day in accordance with the rules and policies of the TSX Venture Exchange and applicable Canadian securities laws, and such further restrictions as may apply under foreign securities laws. Completion of the financing is subject to final approval of the TSX Venture Exchange.

About PharmaCan Capital Corp.

PharmaCan Capital Corp. is a holding company for Licensed Producers under Canada's Marihuana for Medical Purposes Regulations (MMPR). With interests in five Licensed producers and three license applicants, PharmaCan is focused on building iconic brands providing patients with compassionate, personalized care.

Forward-Looking Statements

This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements about strategic plans, including the Company's ability to implement its business development strategy. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual financial results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. All forward-looking information contained in this news release is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. Except as required by law, PharmaCan disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise. Readers are cautioned not to put undue reliance on these forward-looking statements. This news release contains information obtained by the Company from third parties, including but not limited to market data. The Company believes such information to be accurate but has not independently verified such information. To the extent such information was obtained from third party sources, there is a risk that the assumptions made and conclusions drawn by the Company based on such representations are not accurate.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.